4Less Group plc (The)
09 March 2006
The 4Less Group Plc
Fund Raising by the Company - Update
Further to the announcement on 9 February 2006, the directors of 4Less Group Plc
('4Less' or 'Company') are pleased to announce that a circular has been posted
to shareholders of the Company convening an extraordinary general meeting on 31
March 2006 to approve the terms of a placing of 4,566,000 new ordinary shares of
1 pence each in the Company ('Ordinary Shares') at 23 pence per share to raise
£1,050,180 ('Placing').
Once the Placing has become unconditional, the existing convertible loan of
£450,000 advanced by Ekwienox FX Limited on 9 February 2006 will be converted
into 1,956,522 new Ordinary Shares ('Conversion') following which the Placing
shares will be issued.
Following completion of the Placing and Conversion, Ekwienox FX Limited and its
parent Ekwienox Limited (together 'the Concert Party') will be interested in
7,480,855 Ordinary Shares and will hold 5,552,295 warrants to subscribe for
further Ordinary Shares at a price of 23 pence per share at any time until 31
March 2011. In addition, the Concert Party will have additional subscription
rights, exercisable only in the event of the exercise of existing options in the
company, over a further 7,508,730 new Ordinary Shares, subject to such rights
only being exercisable up to a maximum aggregate interest of 65 per cent. of the
Company's then issued ordinary share capital.
As a result of the Placing and Conversion, the Concert Party will in aggregate
own or have rights over an aggregate maximum of 65 per cent. of the fully
diluted share capital of the Company. Accordingly, a waiver of Rule 9 of the
City Code on Takeovers and Mergers is required.
The Placing and Conversion are conditional, inter alia, upon shareholder
approval and the consent of the Financial Services Authority.
The Placing and Conversion constitute related party transactions for the
purposes of the AIM Rules. The Directors, having consulted with Corporate
Synergy Plc, the Company's nominated adviser, consider that the terms of the
Placing and Conversion are fair and reasonable insofar as the Company's
shareholders are concerned.
Enquiries:
Richard Collier Tel: +44(0) 207 594 0515
The 4Less Group Plc
Oliver Cairns / Justin Lewis Tel: +44 (0) 207 448 4400
Corporate Synergy Plc
Mohammad Kousha Tel: +44 (0) 207 594 0663
Ekwienox Limited
This information is provided by RNS
The company news service from the London Stock Exchange
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